We have pleasure in presenting the Thirtieth Annual Report on the business and
operations of the Company together with the audited results for the financialyear ended
March 31,2023.
Financial Overview
Your Company's performance during the year as compared with that of during the previous
year is summarized below:
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Particulars |
2022-23 |
2021-22 |
Revenue from operation |
4768.22 |
4488.82 |
other income |
112.03 |
60.54 |
Total Income |
4880.25 |
4549.36 |
operating expenditure |
4309.92 |
3985.64 |
Profit Before Depreciation Interest and Tax |
570.33 |
563.73 |
Less: Interest & Finance Charges |
217.42 |
254.76 |
Profit before Depreciation and Tax |
352.91 |
308.96 |
Less: Provision for Depreciation |
75.15 |
56.25 |
Profit before Tax |
277.76 |
252.71 |
Less : Provision for Tax |
49.17 |
46.01 |
Deferred Tax (Liability) |
(8.94) |
(1.44) |
Net Profit after Tax |
237.53 |
208.14 |
Add: Balance in Profit & Loss Account as per last |
5388.30 |
5180.15 |
Less: Profit Transferred to General Reserves |
- |
- |
Proposed / Interim Dividend |
- |
- |
Corporate Social Responsibility |
- |
- |
Dividend Tax |
- |
- |
Balance carried forwards to Balance Sheet |
5625.83 |
5388.30 |
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the balance sheet relates and the date of this report.
BUSINESS ANDOPERATIONS
A. BUSINESS OVERVIEW
Alpine Housing Development Corporation Limited is a public limited company listed on
BSE Limited. The Authorised Share Capital of the Company is Rs.18,00,00,000 (Rupees
Eighteen crores only) divided into 1,80,00,000( One Crore Eighty lakh) Equity shares of
Rs. 10/(RupeesTen Only) each. The issued, subscribed and paid-up capital of the Company is
Rs.17,32,18,980 ( Rupees Seventeen Crore Thirty two Lakhs Eighteen Thousand Nine hundred
eighty only) divided into 1,73,21,898 (One Crore Seventy three Lakhs Twenty one Thousand
Eight hundred and ninety eight Only) equity shares of Rs 10 each.
The Operations of the company can be categorized into following sectors:
1. Construction and development of residential projects and commercial projects
2. Alloys.
3. Concrete Sleeper
B. FINANCIAL OVERVIEW Standalone
Revenue for Financial Year March 31, 2023 stood at Rs 4880.25 (Rs in Lakhs) as against
Rs. 4549.36 (Rs in Lakhs)- in the previous year. After providing for depreciation and
amortization of Rs.75.16 (Rs in Lakhs) as against Rs.56.25 /(Rs in Lakhs)- in the previous
year respectively, the net profit of the Company for the year under review was placed at
Rs. 237.53 (Rs in Lakhs) as against Rs. 208.14 (Rs in Lakhs) - in the previous year.
Transfer to Reserves
An amount of NIL is transferred out of current year profit to General Reserve.
DIVIDEND FOR THE YEAR 2022-23
The company has not declared dividend for the financial year 2022-23
C. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL No change in Directors has
occurred during the financial year/
Mr. S.M. Mohsin (DIN No. 01646906) who retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for reappointment.
Mr. Madanmohan Jaising (DIN 08029671) and Mr. Rajasekaran Mahadevan (DIN 03349444)
Independent directors are proposed for re-appointment for a second term of 5 years at the
ensuing Annual General Meeting.
Significant or Material Orders passed by Regulators/Courts
During the year under review, there were no significant or material orders passed by
the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
BOARD OF DIRECTORS AND ITS COMMITTEES
A. Composition of the Board of Directors
As on date, the Board of Directors of the Company comprises eight directors of which
Four are Non- Executive Independent Directors. The composition of the Board of Directors
is in Compliance with Regulation 17 of SEBI (LODR) Regulations, 2015 and Section 149 of
the Companies Act, 2013.
B Declaration by Independent Directors
T he Company has received declaration of Independence as requited under section 149(7)
from the Independent Director Stating that they meet the criteria of Independence as
specified in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations 2015.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications , experience and expertise in the field of finance, strategy,
auditing, tax, risk advisory, financial services, Infrastructure and real estate industry
and they hold the highest standards of Integrity.
In compliance with rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules , 2014, all the Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs and qualified the proficiency test as per Rule 6(4)
of the Companies (Appointment and Qualification of Directors) Rules, 2014 C Meetings
During the year under review, the Board of Directors met 7 times on the following
dates. 28-05-2022,22-07-2022,12-08-2022,2908-2022,11-11-2022,19-01-2023,13-02-2023 In
accordance with the provision of the Companies act, 2013, a separate meeting of the
Independent Directors of the Company was held on 13/02/2023
D.Committees of the Board
During the year under review, the terms of reference of Audit Committee, Nomination
& Remuneration Committee and Stakeholders Relationship Committee were also aligned
with the requirements of SEBI (LODR) Regulations 2015 and the Companies Act, 2013.
detailed note on the committees of the Board of Directors are given in the Corporate
Governance Report forming part of the Annual Report.
E. Performance Evaluation
Pursuant to the provisions of Section 134 (3) (p) read with Articles VII and VIII of
Schedule IV of the Companies Act, 2013, the Board undertook an evaluation of itself and
its committees. The Board, assessed the performance and the potential of each of the
independent directors with a view to maximizing their contribution to the Board. As
contemplated by the Act, the independent directors at a meeting conducted a review of the
performance of the Chairman after taking into account the views of the nonexecutive
members of the Board. At the same meeting, the review of the executive directors was also
carried out.
The process put in place by the Board, in accordance with the Companies Act, 2013 and
the relevant provisions of the Regulation 17 of SEBI (LODR) Regulations, 2015 and is aimed
at improving the performance of the Board, its committees and its members
F. Internal Audit and Internal Financial Control System
The internal Audit is conducted by an Independent firm of outside auditors. It is aimed
at effective functioning at all levels. The audit focus was on procedures and processes
reflecting sound internal controls and best practices observed.
Based on the framework of internal financial controls and compliance systems
established and maintained by the company work performed by the Statutory Auditors ,
Secretarial Auditors, including the audit of the Internal Financial controls over
financial reporting by the Statutory Auditors and the reviews performed by the Management
including Audit Committee and tested by the Auditors on Sample basis. The Board is of the
opinion that the Company's Internal Financial Controls were adequate and effective during
the financial year 2022-23
G. Directors Responsibility Statement
In terms of the requirements of Section 134(3) (c) and 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability confirm that
1. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit of the company for that period.
3. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities
4. the annual accounts has been prepared on a going concern basis,
5. internal financial controls to be followed by the company has been laid down and
such internal financial controls are adequate and were operating effectively.
6. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
Audit Related Matters
A. Audit Committee
The powers, role and terms of reference of the Audit Committee are in consonance with
the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18
of the SEBI (LODR) Regulations 2015. The Audit Committee comprises of the following
members
1. Mr. Madanmohan Jaising( Independent Director) -Chairman
2. Mr Rajasekaran Mahadevan (Independent Director) - Member
3. MrS.A. Kabeer( Managing Director) -Member
4. Ms. Shifali Kawatra (Independent Director) - Member
. During the period under review, the suggestions put forth by the Audit Committed were
duly considered and accepted by the Board of Directors, There were no instances of
non-acceptance of such recommendations.
B. Statutory Auditors
The Statutory auditor M/s RVKS and Associates, expressed an unmodified opinion in the
audit report for the financial year ended 31 March 2023 . There is no qualification or
adverse remarks in the statutory Auditors' Report for the year, which required any
explanation from the Board of Directors.
C. Secretarial Audit Secretarial Audit
The Secretarial Audit Report for the year ended March 31, 2023 issued by Mr. Ashok
Kumar Tripathy, Practicing Company Secretary in accordance with the provisions of Section
204 of the Companies Act, 2013 is provided separately in the Annual Report.
There is no qualification or adverse remarks in the Secretarial Audit Report for the
year, which required any explanation from the Board of Directors.
Transfer of shares to IEPF
Pursuant to the provisions of section 124 of the Company's Act 2013 read with the IEPF
(Accounting Audit Transfer and Refund) Rules 2016 as amended, all the shares on which the
dividend remains unpaid or unclaimed for as period of seven consecutive years or more
shall be transferred to the demat account of the IEPF Authority as notified by the
Ministry of Corporate Affairs . Accordingly the company has/ Instituted the process to
transfer Equity shares pertaining to unpaid dividend for the Financial year 2015-16
The Company has intimated by mail and Notice, all members whose shares were due to be
transferred to the IEPF Authority and had also published newspaper advertisements in this
regard. The details of such Dividend /Shares to be transferred to the IEPF are uploaded on
the website of the Company at www.alpinehousing.com Claim from IEPF Authority
Members /Claimants whose shares , unclaimed dividend have been transferred to the IEPF
Demat Account or the fund, may claim the shares or apply for the refund by making an
application to the IEPF Authority in e-Form IEPF - 5 ( available on www.iepf.gov.in) along
with the requisite fee as decided by the IEPF Authority from time to time. The Member/
Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.
No claim shall lie against the Company in respect of the dividend/ share so transferred.
The procedure to be followed by the shareholder for making such a claim is available on
the website of the company atwww.alpinehousing.com
D. Cost Audit
Cost Audit is not applicable for our industry as per The Companies (Cost Records and
Audit) Rules 2014. (as amended up to 15 July 2016)
Policy Matters
A. Nomination and Remuneration Policy
The Nomination, Remuneration and Governance Committee of the Board of Directors has
formulated a Nomination and Remuneration Policy containing the criteria for determining
qualifications, positive attributes and independence of a director and policy relating to
the remuneration for the directors, key managerial personnel and senior management
personnel of the Company. The Nomination and Remuneration Policy is available on the
website of the Company at www.alpinehousing.com. and relevant extracts from the Policy are
reproduced in Annexure A to this report.
B. Vigil Mechanism
The company has established a vigil mechanism to promote ethical behavior in all its
business activities and has in place a mechanism for employees to report any genuine
grievances, illegal, unethical report any genuine grievances, illegal, unethical
behaviors, suspected fraud, violation of laws, rules and regulation or conduct to the
chief vigilance officer and the audit committee of the Board of Directors. The policy also
provides for adequate protection to the whistle blower against victimization or
discriminatory practices. The policy is available on the website of the company
atwww.alpinehousing.com
C. Corporate Social Responsibility
The Corporate Social Responsibility Policy, as formulated by the Corporate Social
Responsibility Committee and approved by the Board of Directors is available on the
website of the Company at www.alpinehousing.com. This policy is applicable for the company
as currently amended, the amended policy is available on the website of the company
Forthefinandalyear2022-23 the company did not generate threshold limitforCSR allocation
Other Matters
A. Debentures
During the year under review, the company has not issued any debentures, as on date,
the company does not have any outstanding debenture.
B. Deposits
The Company has not accepted any deposits in terms of chapter V of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year under
reviewand there are no outstanding deposit as on due date.
C. Transfer to Investor Education and Protection Fund
In compliance of Section 125 of the Companies Act 2013. The dividends pertaining to the
financial year 2014-15 which were lying unclaimed with the company was transferred to the
investor education and protection fund during the financial year 2021-22 The Unpaid
dividend may be claimed by the members by making application to the IEPF Authority in Form
IEPF -5 The procedure for making such a claim is available on the website of the company
atwww.alpinehousing.com.
For the year 2015-16 the dividend remaining unpaid would stand transferred to the IEPF
Authority. Shareholders have been intimated through letter sent by mail requesting them to
make a claim with the company prior to the transfer.
Members are requested to refer to the procedure for making a claim with the IEPF
Authority for dividends already transferred , available on the website of the company
atwww.alpinehousing.com.
The details of unclaimed dividend transferred to the investor education and protection
fund has been detailed in Corporate Governance report forming part of annual report.
D Human Resources
The Board of Directors express their sincere appreciation to employees at all levels
for their dedication and loyalty and continued hard work. As on March 31,2023 the company
has and organizational strength of 49 in number.
Disclosure under the sexual Harassment of women at workplace (Prevention, Prohibition
and Redressal )Act, 2013 Your Company is committed to provide and promote a safe, healthy
and congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. The Company has adopted a policy for the prevention and redressal of sexual
harassment at workplace
During the year under review, there was no case hied pursuant to the Sexual Harassment
of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
E Corporate Governance
A detailed report on corporate governance and a certificate from. Mr. Ashok Kumar
Tripathy, practicing Company Secretary affirming compliance with the various conditions of
Corporate Governance in terms of the Listing Regulations forms part of the Annual Report.
F. Code of conduct
As prescribed under and Regulation 18 of the SEBI (LODR) Regulations 2015, a
declaration signed by the Chairman and Managing Director affirming compliance with the
Code of Conduct by the Directors and senior management personnel of the Company for the
finandalyear2022-23 forms part of the Corporate Governance Report.
G. Management discussion and Analysis Report
In accordance with the requirements of the Listing Agreement, the Management discussion
and analysis report so titled is presented in a separate section of the annual report
H. Extract of Annual Return
In accordance with section 92(3) of the Companies Act 2013 read with Rule 12 of the
Companies (Management and Administration) rules 2014 the extract of the annual Return in
form MGT 9 is available under the linkwww.alpinehousing.com
I. Particular of Loan, Guarantees and investments.
In terms of section 134 of the companies act, 2013 the particulars of loans, guarantees
and investments given by the company under section 186 of the companies act, 2013 is
detailed in Notes to accounts of the financial statements.
J. Related party transactions
During the year, the company has not entered into any contract/arrangemenl/transaction
with a related party which can be considered as material in terms of the policy on related
party transactions laid down by the Board of directors. The related party transactions
undertaken during the financial year 2022-23 are detailed in Notes to Accounts of the
Financial Statements.
During the year there were no contracts or arrangements entered with related parties as
referred to in the criteria of section 188 (1) of the companies act2013.
K. Conservation of Energy, Technology absorption and Foreign exchange earnings and
outgo
In terms of section 134 of the Companies Act, 2013 read with Rules 8(3) of the
companies (account) rules, 2014, the particulars of conservation of energy, technology
absorption, and foreign exchange earnings and outgo are set out in Annexure D to this
report.
L. Remuneration Details of Directors, Key Managerial Personnel and employees
The details of remuneration of directors, key managerial personnel and the statement of
employees in receipt of remuneration exceeding the limit prescribed under section 134 of
the companies act, 2013 read with rule 5 of the companies (Appointment and remuneration of
managerial Personnel) Rules,2014 has been provided in Annexure E to this report.
M. Financial Position and performance of Subsidiaries, Jointventures and associates
The Company is not having any subsidiary company. During the year under review the
company does not have Associates or Joint Venture Companies.
N. Additional Information to shareholders
All important and pertinent investor information such as financial results, investor
presentations, new launches and project updates are made available on the company's
website (www.alpinehousing.com) on regular basis.
Acknowledgements
The Directors would like to place on record their sincere appreciation to the company's
customers, vendor, and bankers for their continued support to the company during the year,
The Director also wish to acknowledge the contribution made by employees at all levels for
steering the growth of the organization. We thank the government of India, the state
governments and other government agencies for their assistance and co-operation and look
forward to their continue support in future, Finally the Board would like to express its
gratitude to the members for their continued trust, cooperation and support.
|
By Order of Board For Alpine Housing Development Corporation Limited |
|
|
Stf- |
Sd/- |
|
S.A.Kabeer |
S.A. Rasheed |
Date: 2.09.2023 |
Managing Director |
Jt. Managing Director |
Place: Bangalore |
DIN 01664782 |
DIN 01646948 |